MERRIMAC SERIES
497, 2000-03-17
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                                 Merrimac Logo







                                  MAY 1, 1999
                   SUPPLEMENTED FEBRUARY 29, 2000 PROSPECTUS

- -------------------------------------------------------------------------------

                                MERRIMAC SERIES


MERRIMAC TREASURY SERIES - PREMIUM CLASS

MERRIMAC TREASURY PLUS SERIES - PREMIUM CLASS


THE  SECURITIES AND EXCHANGE  COMMISSION  (SEC) HAS NOT APPROVED OR DISAPPROVED
THESE  SECURITIES  OR  DETERMINED  IF THIS  PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.

<PAGE>

CONTENTS                                                                   Page

THE FUNDS

RISK/RETURN SUMMARIES


Treasury Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

Treasury Plus Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

FUNDS' INVESTMENTS

Treasury Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

Treasury Plus Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

FUNDS' MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

YOUR INVESTMENT

SHAREHOLDER INFORMATION

Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Valuation of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . .9

Federal Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..10

APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

Description of Securities in Which the Portfolios Can Invest

FOR MORE INFORMATION

Back Cover



<PAGE>

                             RISK/RETURN SUMMARIES

The following  information is only a summary of important  information that you
should know about the Merrimac  Treasury Series and the Merrimac  Treasury Plus
Series (the Funds) each a series of Merrimac  Series.  As with any mutual fund,
there is no guarantee that the Funds will achieve their goals.

Traditional  mutual  funds  directly  acquire  and manage  their own  portfolio
securities. The Funds are organized in a "master-feeder" structure, under which
each Fund  invests  all of its  assets in a  corresponding  series of  Merrimac
Master Portfolio (each, a Portfolio). Each Fund and its corresponding Portfolio
have substantially the same investment objectives and investment policies.

                           MERRIMAC TREASURY SERIES

>  WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

   The  Merrimac  Treasury  Series'  investment  objective is to achieve a high
   level of current income consistent with preserving  principal and liquidity.
   M&I Investment  Management Corp. (M&I), the sub-adviser of Merrimac Treasury
   Portfolio,  attempts  to  achieve  the Fund's  objective  by  investing  the
   Portfolio's  assets  in U.S.  Treasury  securities  with  maturities  of 397
   calendar days or less. The Portfolio will only invest in direct  obligations
   of the U.S.  Treasury,  such as U.S.  Treasury bills,  notes and bonds or in
   other mutual funds that invest in such  instruments,  subject to  regulatory
   limitations.

>  MAIN RISK OF INVESTING IN THE FUND

   The  primary  risk in  investing  in the Fund is  interest  rate risk  which
   involves  the  possibility  that the value of the  Fund's  investments  will
   decline due to an increase in interest  rates. In view of the risks inherent
   in all  investments  in  securities,  there is no assurance  that the Fund's
   objective will be achieved. See Funds' Investments for more information.

   Money market funds can be confused with savings accounts.  The Fund is not a
   savings  account but,  rather,  a money  market  mutual fund that issues and
   redeems at the Fund's per share NAV.  The Fund  always  seeks to  maintain a
   constant NAV of $1.00 per share.

   Unlike  a  savings  account,  however,  an  investment  in the Fund is not a
   deposit of Investors  Bank & Trust  Company,  or any other bank,  and is not
   insured or guaranteed by the Federal  Deposit  Insurance  Corporation or any
   other  government  agency.  Although the Fund seeks to preserve the value of
   your  investment  at  $1.00  per  share,  it is  possible  to lose  money by
   investing in the Fund.

>  IS THE FUND FOR YOU?

   The Fund may be appropriate as part of your investment portfolio if......

   o You need your money back within a short period.
   o You need to preserve principal.
   o You want a low-risk investment.
   o You do not need a high total return to achieve your goals.
   o You do not seek long-term growth as your primary goal.

>  COULD THE VALUE OF YOUR INVESTMENT IN THE FUND FLUCTUATE?

   Yes, it could.  The Fund is managed in accordance with strict SEC guidelines
   designed  to  preserve  the Fund's  value at $1.00 per share,  although,  of
   course,  there cannot be a guarantee that the value will remain at $1.00 per
   share. The value of your investment  typically will grow through  reinvested
   dividends.

                                       1

<PAGE>

>  TOTAL RETURN*

   All mutual funds must use the same formula to calculate  total  return.  The
   bar chart and average  annual total return table  demonstrates  the risks of
   investing in the Fund. Past performance  does not necessarily  indicate what
   will happen in the future. For the Fund's most current yield information you
   may call 1-888-MERRMAC.

                               [Add chart here.]


   During the period  shown in the bar chart,  the highest  total  return for a
   quarter was 1.14%  (quarter  ending  December 31, 1999) and the lowest total
   return for a quarter was 0.99% (quarter ending March 31, 1999).

PERIODS ENDED DECEMBER 31, 1999
 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


                                        1 YEAR  LIFE OF FUND    INCEPTION DATE
Treasury Series-Institutional Class     4.26%      4.28%         June 25, 1998

* The PREMIUM CLASS commenced operations on February 19, 1999 and therefore does
  not have a full year of  performance  information  to report  for the period
  ended December 31, 1999.  The  performance  information  provided is for the
  Fund's INSTITUTIONAL CLASS which is not offered in this prospectus. However,
  the PREMIUM  CLASS shares are invested in the same  portfolio of  securities
  and the annual  returns  would differ only to the extent that the classes do
  not have the same expenses.

>  FEES AND EXPENSES

   These tables  describe the fees and expenses that you may pay if you buy and
   hold shares of the Fund.  There are no fees or sales  loads  charged to your
   account when you buy or sell Fund shares.

   ANNUAL FUND OPERATING EXPENSES - EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
   .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

                                         Premium Class
   Management Fees                           0.17%
   Distribution (12b-1) Fees                 None
   Other Expenses                            0.11%
                                             -----
   Total Annual Fund Operating Expenses (1)  0.28%
                                             -----
                                             -----
_________________
(1) This table and the example below reflect the Fund's actual expenses for the
    fiscal year ended December 31, 1999 and the Fund's share of the Portfolio's
    estimated expenses.  The Institutional Class had total annual fund
    operating expenses of 0.53% for the fiscal year ended December 31, 1999.

>  EXAMPLE

   This  example is intended to help you compare the cost of  investing  in the
   PREMIUM CLASS of the Fund with the cost of investing in other mutual funds.

   The example assumes that you invest $10,000 in the PREMIUM CLASS of the Fund
   for the time periods indicated and then redeem all of your shares at the end
   of those  periods.  The example also assumes that your  investment  has a 5%
   return  each year and that the Fund's  operating  expenses  remain the same.
   Although  your  actual  costs  may  be  higher  or  lower,  based  on  these
   assumptions your costs would be:

        CLASS           1 YEAR          3 YEARS         5 YEARS        10 YEARS

    Premium Class         $29             $90            $157            $356

                                       2

<PAGE>

                         MERRIMAC TREASURY PLUS SERIES

>  WHAT IS THE FUND'S INVESTMENT OBJECTIVE AND MAIN STRATEGY?

   The Merrimac Treasury Plus Series' investment objective is to achieve a high
   level of current income consistent with preserving  principal and liquidity.
   M&I,  the  sub-adviser  of Merrimac  Treasury  Plus  Portfolio,  attempts to
   achieve  the  Fund's  objective  by  investing  the  Portfolio's  assets  in
   high-quality,   U.S.  dollar-denominated,   money  market  instruments  with
   maturities of 397 calendar days or less. The Portfolio will invest primarily
   (at least 65% of total assets) in direct  obligations of the U.S.  Treasury,
   such as U.S.  Treasury bills,  notes and bonds. The Portfolio may invest the
   remaining 35% of its total assets in securities  issued or guaranteed by the
   U.S. Government or its agencies. The Portfolio also may invest in repurchase
   agreements that are collateralized by these instruments.

>  MAIN RISKS OF INVESTING IN THE FUND

   The primary risks in investing in the Fund are interest rate risk and credit
   risk.

   o INTEREST RATE RISK involves the  possibility  that the value of the Fund's
     investments will decline due to an increase in interest rates.

   o CREDIT RISK involves the possibility that an issuer of a security owned by
     the Fund has its credit rating  downgraded or defaults on its  obligation
     to pay principal and/or interest.

   In view of the risks inherent in all investments in securities,  there is no
   assurance that the Fund's objective will be achieved. See Funds' Investments
   for more information.

   Money market funds can be confused with savings accounts.  The Fund is not a
   savings  account but,  rather,  a money  market  mutual fund that issues and
   redeems at the Fund's per share NAV.  The Fund  always  seeks to  maintain a
   constant NAV of $1.00 per share.

   Unlike  a  savings  account,  however,  an  investment  in the Fund is not a
   deposit of Investors  Bank & Trust  Company,  or any other bank,  and is not
   insured or guaranteed by the FDIC or any other government  agency.  Although
   the Fund seeks to preserve the value of your  investment  at $1.00 per share
   it is possible to lose money by investing in the Fund.

>  IS THE FUND FOR YOU?

The Fund may be appropriate as part of your investment portfolio if......

   o You need your money back within a short period.
   o You need to preserve principal.
   o You want a low-risk investment.
   o You do not need a high total return to achieve your goals.
   o You do not seek long-term growth as your primary goal.

>  COULD THE VALUE OF YOUR INVESTMENT IN THE FUND FLUCTUATE?

   Yes, it could.  The Fund is managed in accordance with strict SEC guidelines
   designed  to  preserve  the Fund's  value at $1.00 per share,  although,  of
   course,  there cannot be a guarantee that the value will remain at $1.00 per
   share. The value of your investment  typically will grow through  reinvested
   dividends.

                                       3

<PAGE>

>  TOTAL RETURN

   The Fund commenced  operations on January 22, 1999 and therefore  does not
   have a full year of  performance  information  for the period ended December
   31,  1999.  For the  Fund's  most  current  yield  information  you may call
   1-888-MERRMAC.  Past  performance  does not  necessarily  indicate what will
   happen in the future.

>  FEES AND EXPENSES

   These tables  describe the fees and expenses that you may pay if you buy and
   hold shares of the Fund.  There are no fees or sales  loads  charged to your
   account when you buy or sell Fund shares.

   ANNUAL FUND OPERATING EXPENSES - EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS

   .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

                                        PREMIUM CLASS
   Management Fees                          0.17%
   Distribution (12b-1) Fees                None
   Other Expenses                           0.08%
                                            -----
   Total Annual Fund Operating Expenses (1) 0.25%
                                            -----
                                            -----

_________________

   (1) This table and the  example  below  reflect  the  Fund's  own  estimated
   expenses and the Fund's share of the Portfolio's estimated expenses.


>  EXAMPLE

   This  example is intended to help you compare the cost of  investing  in the
   PREMIUM CLASS of the Fund with the cost of investing in other mutual funds.

   The example assumes that you invest $10,000 in the PREMIUM CLASS of the Fund
   for the time periods indicated and then redeem all of your shares at the end
   of those  periods.  The example also assumes that your  investment  has a 5%
   return  each year and that the Fund's  operating  expenses  remain the same.
   Although  your  actual  costs  may  be  higher  or  lower,  based  on  these
   assumptions your costs would be:

        CLASS           1 YEAR          3 YEARS

     Premium Class       $26             $80

                                       4

<PAGE>

                            THE FUNDS' INVESTMENTS

MERRIMAC TREASURY SERIES

>  PRINCIPAL INVESTMENT STRATEGIES AND RISKS

Q  What is the Fund's principal investment strategy?

A  The Fund's principal investment strategy is to invest the Fund's share of
   the Portfolio's assets in U.S. Treasury securities with maturities of 397
   calendar days or less.

Q  Into what types of money market instruments will the Fund's assets be
   invested?

A  The Portfolio may only invest in direct obligations of the U.S. Treasury,
   such as U.S. Treasury bills, notes and bonds.  To maximize the tax-effective
   yield, the Portfolio will usually (but not always) invest in obligations
   that qualify for the exemption from state taxation.  Further description of
   these securities is found in Appendix A.

Q  Are there any limits on how much that can be invested in one issuer?

A  By the Fund's strategy, the U.S. Treasury is the only issuer in which the
   Portfolio invests.  If, for liquidity purposes, the Portfolio invests in
   other mutual funds having the same principal investment strategy, its total
   investment in other mutual funds may not exceed 10% of assets and investmen
   in a single fund may not exceed 5% of assets or 3% of that fund's total
   assets.

Q  Will the Fund always maintain a net asset value of $1 per share?

A  While M&I will endeavor to maintain a constant Fund NAV of $1 per share,
   there is no assurance that they will be able to do so.  The shares are
   neither insured nor guaranteed by the U.S. Government.  As such, the Fund
   carries some risk.  There is a risk that rising interest rates will cause
   the value of the Portfolio's securities to decline.  M&I attempts to
   minimize this risk by limiting the maturity of each security to 397 calendar
   days or less and maintaining a dollar-weighted average portfolio maturity
   for the Portfolio of 90 days or less.

Q  How are the decisions to buy or sell securities made?

A  Factors are balanced such as the Portfolio's objective of maximizing current
   income while maintaining safety and liquidity.  M&I evaluates the treasury
   securities market daily to determine how to provide the most value to the
   Portfolio.

                                       5

<PAGE>

MERRIMAC TREASURY PLUS SERIES

>  PRINCIPAL INVESTMENT STRATEGIES AND RISKS

Q  What is the Fund's principal investment strategy?

A  The Fund's principal investment strategy is to invest the Fund's share of
   the Portfolio's assets in high-quality, U.S. dollar-denominated Treasury
   securities with maturities of 397 calendar days or less.

Q  Into what types of money market instruments will the Fund's assets be
   invested?

A  The Portfolio will invest at least 65% of its total assets in direct
   obligations of the U.S. Treasury such as U.S. Treasury bills, notes and
   bonds and may invest the remaining 35% of its total assets in securities
   issued or guaranteed by the U.S. Government or its agencies.  The Portfolio
   also may invest in repurchase agreements that are collateralized by these
   instruments.  Further description of these securities is found in Appendix
   A.

Q  Are there any limits on how much that can be invested in one issuer?

A  No.  Beyond the percentages noted above, the Portfolio is not limited with
   respect to purchases of securities issued by the U.S. Government or its
   agencies.

Q  Will the Fund always maintain a net asset value of $1 per share?

A  While M&I will endeavor to maintain a constant Fund NAV of $1 per share,
   there is no assurance that they will be able to do so.  The shares are
   neither insured nor guaranteed by the U.S. Government.  As such, the Fund
   carries some risk.  There is a risk that rising interest rates will cause
   the value of the Portfolio's securities to decline.  M&I attempts to
   minimize interest rate risk by limiting the maturity of each security to 397
   calendar days or less and maintaining a dollar-weighted average portfolio
   maturity for the Portfolio of 90 days or less.

Q  How are the decisions to buy or sell securities made?

A  Factors are balanced such as the Portfolio's objective of maximizing current
   income while maintaining safety and liquidity.  M&I evaluates the government
   securities market compared to the repurchase agreement market to determine
   which provides the most value to the Portfolio.

                                       6

<PAGE>

                               FUNDS' MANAGEMENT

INVESTMENT  ADVISER.  The Funds have not retained the services of an investment
adviser  because  each  Fund  invests  all  of  its  investable  assets  in its
corresponding  Portfolio.  The Treasury  Portfolio and Treasury Plus  Portfolio
have retained the services of Investors Bank & Trust Company  (Investors  Bank)
as investment adviser.  Investors Bank continuously  reviews and supervises the
Treasury and Treasury  Plus  Portfolios'  investment  program.  Investors  Bank
discharges its  responsibilities  subject to the  supervision  of, and policies
established by the Board of Trustees.  Investors Bank's business address is 200
Clarendon  Street,  Boston,  Massachusetts  02116.  The Treasury  Portfolio and
Treasury Plus  Portfolio  each pay  Investors  Bank a unitary fee for servicing
these  Portfolios  as  Investment  Adviser,   Administrator,   Custodian,  Fund
Accountant and Transfer  Agent.  The fee is computed at an annual rate of 0.17%
of average net assets (ANA) of each of these Portfolios.

INVESTMENT  SUB-ADVISERS.  M&I serves as investment sub-adviser to the Treasury
Portfolio  and to  the  Treasury  Plus  Portfolio.  M&I  manages  the  Treasury
Portfolio and the Treasury Plus Portfolio,  selects  investments and places all
orders for the purchase and sale of the Portfolios' securities,  subject to the
general  supervision of, and policies  established by the Portfolios'  Board of
Trustees and Investors  Bank.  The business  address of M&I is 1000 North Water
Street, Milwaukee,  Wisconsin 53202. M&I has been providing investment advisory
services  since  it  was  established  in  1973  as a  first-tier  wholly-owned
subsidiary  of  Marshall  & Isley  Corporation,  a publicly  held bank  holding
company.  M&I receives fees from Investors  Bank (and not from each  Portfolio)
for its services as investment  sub-adviser.  Prior to January 4, 1999,  Aeltus
Investment  Management,  Inc. acted as investment  sub-adviser for the Treasury
Portfolio  and  received  the  same fee from  Investors  Bank as M&I  currently
receives.

>  MASTER/FEEDER STRUCTURE

   The Funds are  "feeder"  funds  that  invest  exclusively  in  corresponding
   "master"  portfolios  with  identical  investment  objectives.   The  master
   portfolio may accept  investments from multiple feeder funds, which bear the
   master portfolio's expenses in proportion to their assets.

   Each feeder  fund and its master  portfolio  expect to  maintain  consistent
   investment  objectives,  but if they do not, a Fund will  withdraw  from the
   master  portfolio,  receiving  either cash or securities in exchange for its
   interest in the master portfolio. The Trustees would then consider whether a
   Fund  should  hire  its  own  investment  adviser,  invest  in  a  different
   portfolio, or take other action.

                            SHAREHOLDER INFORMATION

>  PURCHASES

   GENERAL  INFORMATION.  Shares may be purchased only through the Distributor,
   Funds  Distributor  Inc., which offers each Fund's shares to the public on a
   continuous basis.  Shares of each Fund may be purchased only in those states
   where they may be lawfully  sold.  Shares are sold at the NAV per share next
   computed  after  the  purchase  order  is  received  in  good  order  by the
   Distributor and payment for shares is received by Investors Bank, the Funds'
   Custodian.   See  the  Account   Application  or  call   1-888-MERRMAC   for
   instructions   on  how  to  make  payment  for  shares  to  the   Custodian.
   Shareholders may also make general inquiries by calling 1-888-MERRMAC.

   INVESTMENT MINIMUM.  The minimum initial investment for Premium Class shares
   of the Funds is $10 million. Institutions may satisfy the minimum investment
   by aggregating their fiduciary accounts.  Subsequent purchases may be in any
   amount.   Each  Fund  reserves  the  right  to  waive  the  minimum  initial
   investment.  When a Premium Class shareholder's  account balance falls below
   $1  million  due  to  redemption,   a  Fund  may  close  the  account.  Such
   shareholders will be notified if the minimum balance is not being maintained
   and  will be  allowed  60 days to make  additional  investments  before  the
   account is closed.

                                       7

<PAGE>

   Share  purchase  orders  are  deemed to be in good  order on the date a Fund
   receives a completed  Account  Application (and other documents  required by
   the Trust) and  federal  funds  become  available  to the Fund in the Fund's
   account with Investors Bank.

   Purchases  may be made only by wire.  Wiring  instructions  for purchases of
   shares of a Fund are as follows:

                        Investors Bank & Trust Company
                               ABA #: 011001438
                             Attn: [Name of Fund]
                               DDA #: 717171333
                                Name of Account
                                   Account #
                                Amount of Wire:

   A bank may impose a charge to execute a wire transfer. A purchaser must call
   1-888-MERRMAC  to inform  Investors  Bank of an incoming  wire  transfer.  A
   purchase order for shares  received in proper form by 4:00 p.m. (ET) for the
   Treasury  Plus Series and by 2:00 p.m.  (ET) for the Treasury  Series,  on a
   Business  Day will be  executed at the NAV per share next  determined  after
   receipt of the order,  provided that Investors Bank receives the wire by the
   close of business on the day the purchase order is received.  A Business Day
   is any day on which both the NYSE and the New York Federal  Reserve Bank are
   open.  Purchase  orders  received after 4:00 p.m. (ET) for the Treasury Plus
   Series and after 2:00 p.m. (ET) for the Treasury  Series will be effected on
   the next  Business  Day if cleared  funds are  received  before the close of
   business  on the next  Business  Day.  Purchase  orders for shares for which
   payment has not been received by the close of business will not be accepted,
   and notice thereof will be given to the purchaser.  The Treasury Plus Series
   also may limit the amount of a purchase  order  received  between  3:00 p.m.
   (ET) and 4:00 p.m. (ET).

   On days  when the  financial  markets  close  early,  such as the day  after
   Thanksgiving  and  Christmas  Eve, all  purchase  orders must be received by
   12:00  noon (ET) for each  Fund.

   Each Fund  reserves  the right in its sole  discretion  (i) to  suspend  the
   offering of a Fund's shares,  (ii) to reject purchase  orders,  and (iii) to
   modify or eliminate the minimum initial investment in Fund shares.  Purchase
   orders may be refused if, for example, they are of a size that could disrupt
   management of a Portfolio.

>  REDEMPTIONS

   Shareholders  may redeem all or a portion  of their  shares on any  Business
   Day. Shares will be redeemed at the NAV next determined after Investors Bank
   has received a proper notice of redemption as described  below. If notice of
   redemption is received  prior to 4:00 p.m. (ET) for the Treasury Plus Series
   and prior to 2:00 p.m. (ET) for the Treasury Series,  on a Business Day, the
   redemption  will be  effective  on the  date  of  receipt.  Proceeds  of the
   redemption  will  ordinarily be made by wire on the date of receipt,  but in
   any event within three Business Days from the date of receipt.

   Shareholder  redemption  requests  received  after  4:00  p.m.  (ET) for the
   Treasury Plus Series and after 2:00 p.m.  (ET) for the Treasury  Series on a
   Business Day, will  ordinarily  receive payment by wire on the next Business
   Day,  but, in any event,  within four Business Days from the date of receipt
   of a proper notice of redemption.  All redemption  requests regarding shares
   of the Treasury Plus Series placed  between 3:00 p.m. and 4:00 p.m. (ET) may
   only be placed by telephone.

   Each Fund reserves the right in its sole  discretion to suspend  redemptions
   or postpone  payments  when the NYSE is closed or when trading is restricted
   for any reason or under  emergency  circumstances  as determined by the SEC.
   The  Treasury  Plus  Series  reserves  the right to  postpone  payments  for
   redemption  requests received between 3:00 p.m. and 4:00 p.m. (ET) until the
   next Business Day.

   On days  when the  financial  markets  close  early,  such as the day  after
   Thanksgiving  and Christmas Eve, all  redemption  orders must be received by
   12:00 noon (ET) for the Funds.

                                       8

<PAGE>

   A shareholder  may elect to receive  payment in the form of a wire or check.
   There is no charge imposed by a Fund to redeem shares;  however, in the case
   of redemption by wire, a shareholder's bank may impose its own wire transfer
   fee for receipt of the wire.

   REDEMPTION  BY  WIRE.  To  redeem  shares  by  wire,  a  shareholder  or any
   authorized  agent (so  designated on the Account  Application)  must provide
   Investors  Bank with the dollar amount to be redeemed,  the account to which
   the  redemption  proceeds  should  be wired  (such  account  must  have been
   previously  designated by the  shareholder on its Account  Application,  the
   name of the shareholder and the shareholder's account number).

   A shareholder may change its authorized  agent, the address of record or the
   account designated to receive redemption  proceeds at any time by writing to
   Investors  Bank with a signature  guaranteed  by a national  bank which is a
   member firm of any  national or regional  securities  exchange (a  Signature
   Guarantee).  If the  guarantor  institution  belongs to one of the Medallion
   Signature Programs,  it must use the specific Medallion  "Guaranteed" stamp.
   Notarized  signatures  are  not  sufficient.  Further  documentation  may be
   required when Investors Bank deems it appropriate.

   REDEMPTION BY MAIL. A  shareholder  who desires to redeem shares by mail may
   do so by mailing  proper  notice of redemption  directly to Investors  Bank,
   ATTN: Transfer Agency, OPS 22, P.O. Box 9130, Boston, MA 02117-9130.  Proper
   notice of redemption  includes  written notice  requesting  redemption along
   with the signature of all persons in whose names the shares are  registered,
   signed exactly as the shares are registered. In certain instances, Investors
   Bank  may  require  additional   documents  such  as  trust  instruments  or
   certificates of corporate  authority.  Payment will be mailed to the address
   of record within seven days of receipt of a proper notice of redemption.

   TELEPHONE  REDEMPTION.  A  shareholder  may  request  redemption  by calling
   Investors Bank at  1-888-MERRMAC.  The telephone  redemption  option is made
   available to  shareholders of a Fund on the Account  Application.  Each Fund
   reserves  the right to  refuse a  telephone  request  for  redemption  if it
   believes that it is advisable to do so.  Procedures for redeeming  shares by
   telephone may be modified or  terminated at any time by a Fund.  Neither the
   Funds  nor  Investors   Bank  will  be  liable  for   following   redemption
   instructions  received  by  telephone  that are  reasonably  believed  to be
   genuine,  and the  shareholder  will  bear the risk of loss in the  event of
   unauthorized  or fraudulent  telephone  instructions.  Each Fund will employ
   reasonable procedures to confirm that instructions communicated by telephone
   are  genuine.  A Fund may be liable for any losses  due to  unauthorized  or
   fraudulent  instructions in the absence of following these procedures.  Such
   procedures may include  requesting  personal  identification  information or
   recording telephone conversations. Redemption checks will be made payable to
   the registered shareholder(s) and sent to the address of record on file with
   Investors  Bank.  Payments  by wire  will  only  be  made to the  registered
   shareholder through pre-existing bank account instructions.

   No bank  instruction  changes  will be  accepted  over  the  telephone.  See
   REDEMPTION BY WIRE for information on how to change bank instructions.

>  VALUATION OF SHARES

   Each Fund offers its shares at the NAV per share of the Fund,  as determined
   once each Business Day. This  determination is made as of 4:00 p.m. (ET) for
   the Treasury  Plus  Series,  as of 2:00 p.m.  (ET) for the Treasury  Series.
   Securities  purchased by the Treasury  Portfolio and Treasury Plus Portfolio
   are stated at amortized  cost,  which  approximates  market value.  For more
   information on how  securities  are valued,  see the Statement of Additional
   Information (SAI).

>  DIVIDENDS AND DISTRIBUTIONS

   Each Fund  intends to declare  as a  dividend  substantially  all of its net
   investment  income  at the  close  of each  Business  Day and  will pay such
   dividends monthly.  Substantially all of a Fund's distributions will be from
   net investment income.  Shareholders of the Treasury Series and the Treasury
   Plus Series shall be entitled to receive dividends on the Business Day their
   purchase is effected  but shall not receive  dividends  on the  Business Day
   that their  redemption is effected.  Distributions  of net capital gains, if
   any,  are made  annually  at the  discretion  of the  officers  of the Fund.
   Dividends and/or capital gain distributions will be reinvested automatically
   in additional  shares of a Fund at NAV and such shares will be automatically
   credited to a shareholder's account,  unless a shareholder elects to receive
   either  dividends  or  capital  gains   distributions  (or  both)  in  cash.
   Shareholders may change their distribution  option at any time by writing to
   Investors  Bank with a Signature  Guarantee  prior to the record date of any
   such dividend or distribution.

                                       9

<PAGE>

>  FEDERAL TAXES

                TRANSACTIONS                    TAX STATUS

   Sales or exchanges of shares.         Usually capital gain or loss.  Tax
                                         rate depends on how long shares are
                                         held.

   Distributions of long-term            Taxable as long-term capital gain.
   capital gain.

   Distributions of short-term           Taxable as ordinary income.
   capital gain.

   Dividends from net investment         Taxable as ordinary income.
   income.


   Every January, the Funds provide information to their shareholders about the
   Funds'  dividends and  distributions,  which are taxable even if reinvested,
   and about the shareholders'  redemptions  during the previous calendar year.
   Any  shareholder  who does not  provide  the Funds  with a correct  taxpayer
   identification  number and required  certification may be subject to federal
   backup withholding tax.

   Shareholders  should  generally  avoid investing in a Fund shortly before an
   expected  taxable  dividend  or  capital  gain  distribution.  Otherwise,  a
   shareholder   may  pay  taxes  on  dividends  or   distributions   that  are
   economically equivalent to a partial return of the shareholder's investment.

   Shareholders  should  consult their tax advisers  about their own particular
   tax situations.

                                      10

<PAGE>


                                  APPENDIX A

THE  FOLLOWING  ARE  DESCRIPTIONS  OF CERTAIN  TYPES OF SECURITIES IN WHICH THE
PORTFOLIOS' MAY INVEST:

REPURCHASE  AGREEMENTS.  Treasury  Plus  Portfolio  may enter  into  repurchase
agreements,  which are  agreements  by which a person  obtains a  security  and
simultaneously  commits to return the  security to the seller at an agreed upon
price (including principal and interest) on an agreed upon date within a number
of days from the date of purchase.  In substance,  a repurchase  agreement is a
loan by the applicable Portfolio  collateralized with securities.  Such lending
Portfolio's Custodian or its agent will hold the security as collateral for the
repurchase  agreement.  All  repurchase  transactions  must  be  collateralized
initially  at a value  at  least  equal  to 102% of the  repurchase  price  and
counterparties are required to deliver  additional  collateral in the event the
market value of the collateral  falls below 100%.  The repurchase  transactions
entered  into  by  the  Treasury  Plus  Portfolio  must  be  collateralized  by
securities issued by the U.S. Government.

RESTRICTED  AND  ILLIQUID  SECURITIES.  Each  Portfolio  may invest in illiquid
securities.  Illiquid  securities  are those that are not  readily  marketable,
repurchase  agreements  maturing in more than seven days,  time deposits with a
notice  or  demand  period  of more  than  seven  days and  certain  restricted
securities.  Based upon continuing review of the trading markets for a specific
restricted  security,  the security may be determined to be eligible for resale
to qualified  institutional  buyers  pursuant to Rule 144A under the Securities
Act of 1933 and, therefore, to be liquid. Also, certain illiquid securities may
be  determined  to be  liquid  if they are found to  satisfy  certain  relevant
liquidity requirements.

SECURITIES  LENDING.  Each Portfolio may lend up to 33 1/3% of its portfolio of
securities  pursuant  to  agreements  requiring  that the loan be  continuously
secured  by cash or  equivalent  collateral  or by a letter  of  credit or bank
guarantee in favor of the  Portfolio at least equal at all times to 100% of the
market value plus accrued  interest on the securities  lent. The Portfolio will
continue  to receive  interest  on the  securities  lent  while  simultaneously
seeking to earn interest on the  investment of cash  collateral.  Collateral is
marked to market daily.  Loans are subject to  termination  by the Portfolio or
the  borrower at any time and are,  therefore,  not  considered  to be illiquid
investments.

VARIABLE AND FLOATING RATE INSTRUMENTS. Certain of the obligations purchased by
each Portfolio may carry variable or floating rates of interest and may include
variable amount master demand notes. A floating rate security  provides for the
automatic  adjustment of its interest  rate whenever a specified  interest rate
changes. A variable rate security provides for the automatic establishment of a
new interest  rate on set dates.  Variable and floating  rate  instruments  may
include  variable  amount  master  demand  notes that  permit the  indebtedness
thereunder  to vary in addition to providing  for periodic  adjustments  in the
interest  rate.  There may be no active  secondary  market  with  respect  to a
particular  variable or floating rate  instrument.  Nevertheless,  the periodic
readjustments  of their  interest rates tend to assure that their value to such
Portfolios  will  approximate  their par  value.  Further,  some of the  demand
instruments  purchased  by such  Portfolios  derive  their  liquidity  from the
ability of the holder to demand repayment from the issuer or from a third party
providing  credit  support.  The  creditworthiness  of issuers of variable  and
floating rate  instruments  and their  ability to repay  principal and interest
will be continuously monitored by M&I, as applicable.

WHEN-ISSUED  AND DELAYED  DELIVERY  TRANSACTIONS.  Each Portfolio may invest in
when-issued and delayed delivery securities, which are securities purchased for
delivery beyond the normal settlement date at a stated price and yield, thereby
involving the risk that the yield  obtained will be less then that available in
the market at delivery.  The purchase of securities on a when-issued or delayed
delivery basis has the effect of leveraging. When such a security is purchased,
the Custodian will set aside cash or liquid  securities to satisfy the purchase
commitment  unless  the  relevant  Portfolio  has  entered  into an  offsetting
agreement to sell the securities. These segregated securities will be valued at
market,  and additional  cash or securities  will be segregated if necessary so
that the market  value of the account  will  continue  to satisfy the  purchase
commitment.  Such Portfolios generally will not pay for such securities or earn
interest on them until received.  The Portfolios will only purchase when-issued
and  delayed  delivery  securities  for  the  purpose  of  acquiring  portfolio
securities and not for speculative purposes.  However, such Portfolios may sell
these securities or dispose of the commitment  before the settlement date if it
is deemed advisable as a matter of investment strategy.

ZERO  COUPON  TREASURY  SECURITIES.  Each  Portfolio  may invest in zero coupon
treasury  securities.  Zero coupon treasury securities are securities sold at a
discount to par value and on which  interest  payments  are not made during the
life of the security.  Upon maturity, the holder is entitled to receive the par
value of the security. A Portfolio is required to accrue income with respect to
these securities prior to the receipt of cash payments.

                                      11

<PAGE>

                                MERRIMAC SERIES
                           MERRIMAC TREASURY SERIES
                         MERRIMAC TREASURY PLUS SERIES

For  investors  who want  more  information  about  the  Funds,  the  following
documents are available free upon request:

o STATEMENT OF  ADDITIONAL  INFORMATION  (SAI):  The SAI provides more detailed
  information about the Funds and is legally a part of this prospectus.

o  ANNUAL/SEMI-ANNUAL  REPORTS:  The  Funds'  and the  Portfolios'  annual  and
   semi-annual  reports  provide  additional  information  about  the
   Portfolios' investments.

You can get free copies of the SAI, the reports,  other information and answers
to your questions about the Funds by contacting the Funds' at 1-888-MERRMAC.

You can also view the SAI and receive the reports free from the SEC's  Internet
website at  http://www.sec.gov.  Information about the Fund (including the SAI)
may be reviewed and copied at the SEC's Public  Reference  Room in  Washington,
D.C., or you may obtain copies,  upon payment of a duplicating  fee, by writing
to the Public  Reference  Room of the SEC,  Washington,  D.C.  20549-0102 or by
electronic request at the following E-mail address: [email protected]. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 202-942-8090.



















                     Distributed by Funds Distributor Inc.




                                    Investment Company Act o File No. 811-08741


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